I. PURPOSE OF THIS CODE
This Code of Business Conduct and Ethics ("Code") of Carpathian Gold Inc.
(“Carpathian”) is in addition to the Code of Ethics established for the President and
Chief Executive Officer, Chief Financial Officer and any other person performing
such functions (the “Financial Reporting Officers”) and is intended to document the
principles of conduct and ethics to be followed by all of the Company’s employees,
officers and directors and any consultants or other external parties in a similar role
with the Company. References herein to Carpathian Gold Inc. or the Company
include any subsidiaries and/or affiliates of the Company.
Its purpose is to:
• Promote honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
• Promote avoidance of conflicts of interest, including disclosure to an
appropriate person of any material transaction or relationship that
reasonably could be expected to give rise to such a conflict;
• Promote full, fair, accurate, timely and understandable disclosure in reports
and documents that the Company or its subsidiaries, files with, or submits
to, the securities regulators and in other public communications made by
the Company;
• Promote compliance with applicable governmental laws, rules and
regulations;
• Promote the prompt internal reporting to an appropriate person of violations
of this Code;
• Promote accountability for adherence to this Code;
• Provide guidance to employees, officers and directors to help them recognize
and deal with ethical issues; and
• Foster the development of a culture of honesty and accountability within
the Company.
Violations of this Code by an employee, officer or director are grounds for
disciplinary action up to and including, but without limitation, immediate
termination of employment or request for resignation of a directorship.
II. WORKPLACE
a. A Nondiscriminatory Environment
The Company fosters a work environment in which all individuals are treated with
respect and dignity. The Company is an equal opportunity employer and does not,
as an organization nor does it permit its employees or directors to discriminate
against employees, officers, directors or potential employees, officers or directors
on the basis of race, color, religion, sex, national origin, age, sexual orientation or
disability or any other category protected by Canadian federal or provincial laws
and regulations and, in addition, in accordance with the laws or regulations
applicable in the jurisdiction where such employees, officers or directors are
located. The Company is committed to actions and policies to assure fair
employment, including equal treatment in hiring, promotion, training,
compensation, termination and corrective action and will not tolerate
discrimination by its employees and agents. All acts which are discriminatory in
nature are to be reported to a supervisor immediately.
b. Harassment-Free Workplace
The Company will not tolerate harassment of its employees, customers or suppliers
in any form. All acts of harassment are to be reported to a supervisor immediately.
c. Sexual Harassment
Sexual harassment is illegal and all employees, officers and directors are prohibited
from engaging in any form of sexually harassing behavior. Sexual harassment
means unwelcome sexual conduct, either visual, verbal or physical, and may
include, but is not limited to, unwanted sexual advances, unwanted touching and
suggestive touching, language of a sexual nature, telling sexual jokes, innuendoes,
suggestions, suggestive looks and displaying sexually suggestive visual materials.
All acts of sexual harassment are to be reported to a supervisor immediately.
d. Substance Abuse
The Company is committed to maintaining a safe and healthy work environment
free of substance abuse. Employees, officers and directors are expected to perform
their responsibilities in a professional manner and, to the degree that job
performance or judgment may be hindered, be free from the effects of drugs and/or
alcohol.
e. Workplace Violence
The workplace must be free from violent behaviour. Threatening, intimidating or
aggressive behaviour, as well as bullying, subjecting to ridicule or other similar
behaviour toward fellow employees or others in the workplace will not be tolerated.
No weapons of any kind will be tolerated in the workplace unless such are required
for property security purposes and then only after authorization by the Chief
Executive Officer or the Chief Operating Officer.
f. Employment of Family Members
Employment of more than one family member at any mine or office of the
Company is permissible but the direct supervision of one family member by
another is not permitted unless otherwise authorized by the Chief Executive
Officer. Except for summer and co-op students, indirect supervision of a family
member by another is also discouraged and requires the prior approval of the Chief
Executive Officer, any personnel actions affecting that employee must also be
reviewed and endorsed by the Chief Executive Officer. In respect of this paragraph,
if the employee in question has a “family member relationship” with the Chief
Executive Officer, then the approval of the Chairman of the Corporate Governance
and Nominating Committee shall be substituted for any approval of the Chief
Executive Officer.
III. ENVIRONMENT, HEALTH AND SAFETY
a. Environment
The Company is committed to sound environmental management. It is the intent of
the Company to conduct itself in a manner having due respect for the environment
and community at large as a responsible and caring corporate citizen. The
Company is committed to managing all phases of its business in a manner that
minimizes any adverse effects of its operations on the environment.
b. Health and Safety
The Company is committed to providing a healthy and safe workplace in
compliance with applicable laws, rules and regulations. Employees must be aware
of the safety issues and policies that affect their job, other employees and the
community in general. Employees in a supervisory role, upon learning of any
circumstance affecting the health and safety of the workplace or the community,
must act immediately to address the situation. Employees must immediately advise
their immediate supervisor of any workplace injury or any circumstance presenting
a dangerous situation to them, other co-workers or the community in general, so
that timely corrective action can be taken.
IV. THIRD PARTY RELATIONSHIPS
a. Conflict of Interest
Employees, officers and directors are required to act with honesty and integrity and
to avoid any relationship or activity that might create, or appear to create, a conflict
between their personal interests and the interests of the Company. Employees must
disclose promptly in writing possible conflicts of interest to their immediate
supervisor, or if the supervisor is involved in the conflict of interest, to that
supervisor’s superior. Officers and directors should disclose, in writing, any
perceived conflicts to the Chairman of the Audit Committee.
Conflicts of interest arise where an individual's position or responsibilities with the
Company present an opportunity for personal gain apart from the normal rewards
of employment, officership or directorship, to the detriment of the Company. They
also arise where a director's, officers or employees personal interests are
inconsistent with those of the Company and create conflicting loyalties. Such
conflicting loyalties can cause a director, officer or employee to give preference to
personal interests in situations where corporate responsibilities should come first.
Directors, officers and employees shall perform the responsibilities of their
positions on the basis of what is in the best interests of the Company and free from
the influence of personal considerations and relationships.
Directors, officers and employees shall not acquire any property, security or any
business interest which they know that the Company is interested in acquiring.
Moreover, based on such advance information, directors, officers and employees
shall not acquire any property, security or business interest for speculation or
investment.
b. Competitive Practices
The Company firmly believes that fair competition is fundamental to the
continuation of the free enterprise system. The Company complies with and
supports laws which prohibit restraints of trade, unfair practices, or abuse of
economic power.
The Company’s policy also prohibits employees, officers and directors from
entering into or discussing any unlawful arrangement or understanding that may
result in unfair business practices or anticompetitive behaviour.
c. Supplier and Contractor Relationships
The Company selects its suppliers and contractors in a non-discriminatory manner
based on the quality, price, service, delivery and supply of goods and services. A
director’s, officer’s or employee’s decision must never be based on personal
interests or the interests of family members or friends.
Employees should inform their supervisors, and officers and directors should
inform the Chairman of the Audit Committee of any relationships that appear to
create a conflict of interest.
d. Public Relations
The Company's Board of Directors determine the persons who are responsible for
all public relations, including all contact with the media. Unless a director, officer
or employee is specifically authorized to represent the Company to the media, a
director, officer or employee should not respond to inquiries or requests for
information. This includes newspapers, magazines, trade publications, radio and
television as well as any other external sources requesting information about the
Company. If the media contacts a director, officer or employee about any topic,
that person should immediately refer the call to an authorized person.
Employees must be careful not to disclose confidential, personal or business
information through public or casual discussions to the media or others.
e. Directorships
Employees of the Company shall not act as directors or officers of any other
corporate entity or organization, public or private, without the prior written
approval of the Chief Executive Officer or, in the case of the Chief Executive
Officer, the Chairman of the Corporate Governance and Nominating Committee.
Directorships or officerships with such entities will not be authorized if they are
considered to not be in the best interest of the Company. The Chief Executive
Officer or the Chairman of the Corporate Governance and Nominating Committee
may provide authorizations for directorships that are necessary for business
purposes or for directorships with charitable organizations or other entities that will
further the Company’s profile in the community.
V. LEGAL COMPLIANCE
a. Compliance with Laws, Rules and Regulations (including Insider Trading
Laws and Timely disclosure)
Employees, officers, and directors are expected to comply in good faith at all times
with all applicable laws, rules and regulations.
Employees, officers, and directors are required to comply with insider trading rules
and all other policies and procedures applicable to them that are adopted by the
Company from time to time.
Employees, officers, and directors must cooperate fully with those responsible for
preparing reports filed with the securities regulatory authorities and all other
materials that are made available to the investing public to ensure those persons are
aware in a timely manner of all information that is required to be disclosed.
Employees, officers and directors should also cooperate fully with the independent
auditors in their audits and in assisting in the preparation of financial disclosure.
Senior officers of the Company must comply with the Company’s procedures on
timely disclosure of material information and provide full, fair, accurate,
understandable and timely disclosure in reports and documents filed with, or
submitted to, securities regulatory authorities and other materials that are made
available to the investing public.
VI. INFORMATION AND RECORDS
a. Confidential and Proprietary Information and Trade Secrets
Employees, officers and directors may be exposed to certain information that is
considered confidential by the Company, or may be involved in the design or
development of new procedures or technologies related to the business of the
Company. All such information, procedures and technologies, whether or not the
subject of copyright or patent, are the sole property of the Company. Employees
shall not disclose confidential information to persons outside the Company,
including family members, and should share it only with other employees who have
a "need to know".
Employees, officers and directors are responsible and accountable for safeguarding
the Company’s documents and information to which they have direct or indirect
access as a result of their employment, officership or directorship with the
Company.
b. Financial Reporting and Records
The Company maintains a high standard of accuracy and completeness in its
financial records. These records serve as a basis for managing its business and are
crucial for meeting obligations to employees, customers, investors and others, as
well as for compliance with regulatory, tax, financial reporting and other legal
requirements. Employees, officers, and directors who make entries into business
records or who issue regulatory or financial reports, have a responsibility to fairly
present all information in a truthful, accurate and timely manner. No employee,
officer or director shall exert any influence over, coerce, mislead or in any way
manipulate or attempt to manipulate the independent auditors of the Company.
c. Record Retention
The Company maintains all records in accordance with laws and regulations
regarding retention of business records. The term "business records" covers a broad
range of files, reports, business plans, receipts, policies and communications, which
include but are not limited to, hard copy, electronic, audio recording, microfiche
and microfilm files whether maintained at work or at home. The Company prohibits
the unauthorized destruction of or tampering with any records, whether written or in
electronic form, where the Company is required by law or government regulation to
maintain such records or where it has knowledge of a threatened or pending
government investigation or litigation relating to such records.
VII. THE COMPANY'S ASSETS
a. Use of Company Property
The use of Company property for individual profit or any unlawful unauthorized
personal or unethical purpose is prohibited. The Company’s information,
technology, intellectual property, mineral rights, buildings, land, equipment,
machines, software and cash must be used only for business purposes except as
provided by Company policy or approved by an employee’s respective supervisor.
b. Destruction of Property and Theft
Employees, officers and directors shall not intentionally damage or destroy the
property of the Company and others or commit theft.
c. Intellectual Property of Others
Employees, officers and directors may not reproduce, distribute or alter
copyrighted materials without permission of the copyright owner or its authorized
agents. Software used in connection with the Company’s business must be properly
licensed and used only in accordance with that license.
d. Information Technology
The Company's information technology systems, including computers, e-mail,
intranet and internet access, telephones and voice mail are the property of the
Company and are to be used primarily for business purposes. The Company’s
information technology systems may be used for minor or incidental personal
messages provided that such use is kept at a minimum and is in compliance with
Company policy.
Employees, officers and directors may not use the Company’s information
technology systems to:
• allow others to gain access to the Company's information technology systems
through the use of an employee’s password or other security codes;
• send harassing, threatening or obscene messages;
• send chain letters;
• access the internet for inappropriate use;
• send copyrighted documents that are not authorized for reproduction;
• make personal or group solicitations unless authorized by a senior officer; or
• conduct personal commercial business.
The Company may monitor the use of its information technology systems.
This Policy was approved by the Company's Board of Directors and its Audit Committee
on April 11, 2008, and has been in full force since then.